Shareholders Agreement: majority/minority shareholders
Shareholders Agreement between majority (more than 50% of shares held) and minority (less than 50% of shares held) in a private limited company, with control provisions for the majority shareholder and minority shareholder protections for the minority shareholder.
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When do I use this document?
- for a company which has a majority shareholder and one or more minority shareholders
- for provisions enabling the majority shareholder to control decision-making and other matters
- for minority shareholder protections, including director appointment rights and rights to approve reserved matters
- for a private limited company incorporated in England and Wales
What are the key features?
- full form shareholders agreement
- 30 clauses and 3 schedules over 31 pages
- clauses relating to the following matters:
- business of the company
- shareholder roles and services
- shareholdings
- funding
- director appointment rights and board decision-making
- shareholder decision-making
- dividends
- matters requiring prior approval of specified shareholders (reserved matters)
- future share issues
- transfers of shares, including permitted transfers, pre-emption rights, compulsory transfer events, drag-along rights and tag-along rights
- shareholder information rights
- shareholder restrictive covenants
- duration and termination
What other documents are available?
For a Shareholders Agreement for a company with equal 50/50 shareholdings, see
When do I use this document?
- for the assignment of IPR by a third party contractor to a company
- as part of the closing documents in an investment transaction
What are the key features?
- 8 clauses over 4 pages
- in the form of a deed between the company and the assigning contractor
- definitions of Developed IPR and Intellectual Property
- assignment and further assurance provisions
- warranties from the assigning contractor as to ownership of the Assigned IPR
What other documents are available?
For a Deed of Assignment of general intellectual property rights by a founder to a company, see
For a Deed of Assignment of registered and unregistered trade marks, see
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Updated by a lawyer on 21/07/2025
- Updated By a lawyer on
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